SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BERGUM WILLIAM R A

(Last) (First) (Middle)
4545 W. BROWN DEER ROAD

(Street)
MILWAUKEE WI 53223

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BADGER METER INC [ BMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP-Gen. Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/04/2015 J(1) 800 D (2) 2,068 I Restricted Stock
Common Stock 05/04/2015 J(1) 800 A $63.01(2) 4,600 D
Common Stock 05/05/2015 S 800 D $62.5445(3) 3,800 D
Common Stock 5,756.7547 I ESSOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $52.81 05/02/2009 05/02/2018 BMI Common Stock 1,500 1,500 D
Stock Options $38.69 05/01/2010 05/01/2019 BMI Common Stock 1,000 1,000 D
Stock Options $38.41 05/07/2011 05/07/2020 BMI Common Stock 1,200 1,200 D
Stock Options $36.59 05/06/2012 05/06/2021 BMI Common Stock 1,200 1,200 D
Stock Options $36.15 05/04/2013 05/04/2022 BMI Common Stock 1,600 1,600 D
Stock Options $51.29 03/01/2014 03/01/2023 BMI Common Stock 1,181 1,181 D
Stock Options $54.36 03/07/2015 03/07/2024 BMI Common Stock 1,208 1,208 D
Stock Options $56.66 03/06/2016 03/06/2025 BMI Common Stock 1,208 1,208 D
Explanation of Responses:
1. Restricted Stock granted 5/4/2012, pursuant to the Company's 2011 Omnibus Incentive Plan approved by shareholders 4/29/2011, vested after a three-year holding period. The shares vested at the closing price on 5/4/2015 and were transferred to direct ownership.
2. Price of Badger Meter, Inc. Common Stock on 5/4/2015, the date of vesting, was $63.01/share.
3. The price in Column 4 is a weighted average price. The shares of common stock were sold in multiple block transactions at prices ranging from $62.35 to $62.69 per share, inclusive. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold in the block transactions at each price within the range.
Remarks:
William R.A. Bergum 05/06/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.